Employee Benefit Agreements. (1) Previously Disclosed is a complete list of all bonus, deferred compensation, pension, retirement, profit-sharing, thrift, savings, employee stock ownership, stock bonus, stock purchase, restricted stock and stock option agreements, all employment or severance contracts, all medical, dental, health and life insurance agreements, all other employee benefit agreements, contracts or arrangements and any applicable "change of control" or similar provisions in any agreement, contract or arrangement maintained or contributed to by the Company for the benefit of employees, former employees, directors, former directors or their beneficiaries (the "Compensation and Benefit Agreements"). True and complete copies of all Compensation and Benefit Agreements, including, but not limited to, any trust instruments and/or insurance contracts, if any, forming a part thereof, and all amendments thereto have been supplied to Purchaser.
Employee Benefit Agreements. Section 2.15 of the GENESIS Disclosure Schedule sets forth a complete and accurate list of all material employee benefit plans, agreements and arrangements to which GENESIS is a party, including without limitation (i) all severance, employment, consulting or similar contracts, (ii) all material agreements and contracts with "change of control" provisions or similar provisions and (iii) all indemnification agreements or arrangements with directors or officers not included in its organizational documents or provided by law.
Employee Benefit Agreements. Section 4.15 of the PRICESTER Disclosure Schedule sets forth a complete and accurate list of all material employee benefit or compensation plans, agreements and arrangements to which PRICESTER is a party, including without limitation (i) all severance, employment, consulting or similar contracts, (ii) all material agreements and contracts with "change of control" provisions or similar provisions and (iii) all indemnification agreements or arrangements with directors or officers not including in its organizational documents or provided by law.
Employee Benefit Agreements. Section 2.1.14 of the DAC Disclosure Schedule sets forth a complete and accurate list of all material employee benefit plans, agreements and arrangements to which DAC is a party, including without limitation (i) all severance, employment, consulting or similar contracts, (ii) all material agreements and contracts with "change of control" provisions or similar provisions and (iii) all indemnification agreements or arrangements with directors or officers not included in its organizational documents or provided by law.
Employee Benefit Agreements. 10 (n) Title to Assets ...................................... 12 (o) Knowledge as to Conditions ........................... 12 (p) Compliance with Laws ................................. 12 (q) Finder's or Advisor Fees ............................. 12 (r)
Employee Benefit Agreements. The Liberty Bank Disclosure Schedule --------------------------- contains a complete and accurate list of all existing bonus, deferred compensation, pension retirement, profit-sharing, thrift, savings, employee stock ownership, stock bonus, stock purchase, restricted stock, stock option, severance and welfare benefit plans, employment or severance agreements and all similar arrangements that are maintained or contributed to by Liberty Bank or to which Liberty Bank is obligated to contribute for the benefit of any employee or former employee or director or former director of Liberty Bank (collectively, the "Plans"). All "employee benefit plans", as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") maintained by Liberty Bank or to which Liberty Bank is obligated to contribute that cover any of the current or former employees of Liberty Bank (hereinafter referred to collectively as the "Employee Plan"), comply in all material respects with all applicable requirements of ERISA, the Code and other applicable laws; no Employee Plan is a "multiemployer plan", as defined in Section 3(37) of ERISA; Liberty Bank has not engaged in any "prohibited transaction" (as defined in Section 406 of ERISA or Section 4975 of the Code) with respect to any Employee Plan for which no exemptions were available; no liability to the Pension Benefit Guaranty Corporation other than the payment of premiums pursuant to Sections 4006 and 4007 of ERISA has been or is expected by it or them to be incurred with respect to any Employee Plan which is subject to Title IV of ERISA ("Pension Plan"), or with respect to any "single-employer plan" (as defined in Section 400 1(a)(15) of ERISA) currently or formerly maintained by Liberty Bank or any entity which is considered one employer with it under Section 4001 of ERISA or Section 414 of the Code (an "ERISA Affiliate"); no Pension Plan had an "accumulated funding deficiency" (as defined in Section 302 of ERISA (whether or not waived)) as of the last day of the end of the most recent plan year ending prior to the date hereof; all payments and contributions required to be made to each of the Plans under the terms of the Plan, ERISA, the Code or any other applicable laws have been timely made; the financial statements of Liberty Bank properly reflect all amounts required to be accrued as liabilities to date under each of the Plans; the actuarial present value of the "benefit liabilities" (as defined ...
Employee Benefit Agreements. (i) The Employment Agreements entered into by the Affected Executives on the date hereof shall be in full force and effect;
Employee Benefit Agreements. (i) Section 3.3(n) of the Company's Disclosure Letter contains a complete list of all pension, retirement, stock option, stock purchase, stock ownership, savings, stock appreciation right, profit sharing, deferred compensation, consulting, bonus, group insurance, employment, termination, severance, medical, health and other benefit plans, contracts, agreements, arrangements, including, but not limited to, "employee benefit plans", as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), incentive and welfare policies, contracts, plans and arrangements and all trust agreements related thereto in respect to any present or former directors, officers, or other employees of the Company or any of the Company Subsidiaries (hereinafter referred to collectively as the "Employee Agreements").
Employee Benefit Agreements. 16 SECTION 4.16. Properties.................................................16 SECTION 4.17. Compliance with Laws.......................................17 SECTION 4.18. Fees.......................................................17 SECTION 4.19.
Employee Benefit Agreements. (a) All of Noble's pension, retirement, stock option, stock purchase, stock ownership, savings, stock appreciation right, profit sharing, deferred compensation, consulting, bonus, group insurance, severance and other benefit plans, contracts, agreements, arrangements, including, but not limited to, "employee benefit plans", as defined under ERISA, incentive and welfare policies, contracts, plans and arrangements and all trust agreements related thereto in respect to any present directors, officers, or other employees of Noble or any of its subsidiaries (hereinafter referred to collectively as the "Noble Employee Plans") comply in all material respects with all applicable requirements of ERISA, the Code and other applicable laws. All of the Noble Employee Plans which are intended to meet the requirements of Section 401(a) of the Code have been determined by the Internal Revenue Service to be "qualified" within the meaning of the Code, and there are no facts known to Noble which would adversely affect the qualified status of any of the Noble Employee Plans.
